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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 8, 2025
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36445 |
|
01-0801232 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
969
Pruitt Ave
Tyler,
Texas |
|
77569 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (914) 233-3004
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
NAOV |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. |
Material Modification to Rights of Security Holders |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
by reference in this Item 3.03.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On
July 8, 2025, NanoVibronix, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware,
a certificate of correction (the “Certificate of Correction”) to the Company’s Certificate of Designation
of the Preferences, Rights and Limitations of Series G Preferred Stock (the “Certificate of Designations”).
The Certificate of Correction corrects an inadvertent typographical error in the definition of “Floor Price” in Section 1
of the Certificate of Designation, which should have been stated to be “$1.91” and was instead stated as “$1.02.”
All other provisions of the Certificate of Designations remain unchanged.
The
foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate
of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| 3.1 |
|
Certificate of Correction to Certificate of Designation of the Preferences, Rights and Limitations of Series G Convertible Preferred Stock, dated July 8, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
July 9, 2025 |
NANOVIBRONIX,
Inc. |
| |
|
|
| |
By: |
/s/
Doron Besser, M.D. |
| |
Name: |
Doron
Besser, M.D. |
| |
Title: |
Chief
Executive Officer |
